INFORMATION STATEMENT
Pursuant
to Section 14(c)
of
the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
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FUEL DOCTOR
HOLDINGS, INC.
(Name of Registrant
As Specified In Charter)
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box):
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[ ] Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11.
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to which transaction applies:
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which transaction applies:
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value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state
how it was determined):
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[ ] Fee paid previously with preliminary
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[ ] Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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FUEL
DOCTOR HOLDINGS, INC.
20 Raul Wallenberg
Street
Tel Aviv, Israel
INFORMATION
STATEMENT
March 31, 2022
GENERAL INFORMATION
This Information
Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to the holders (the "Stockholders") of outstanding shares of
capital stock, of Fuel Doctor Holdings, Inc., a Delaware Corporation (the "Company”) to advise you of an action which has already
been approved by a majority in interest of the stockholders of the Company (the “Action”), namely, an amendment to the Company's
Certificate of Incorporation (the "Amendment") which increases the number of shares of Common Stock that the Company is authorized
to issue to Two Billion Nine Hundred Ninety Million (2,990,000,000) shares.
The Company's Board
of Directors, on March 22, 2022, approved the Amendment and recommended that the Amendment be approved by written consent of a majority
in interest of our stockholders.
In order to accelerate
the Action and to reduce the costs of obtaining stockholder approval, our Board of Directors elected to obtain such approval by utilizing
the written consent of the holders of a majority in interest of our capital stock (the “Consent”). The elimination of the
need for a special meeting of stockholders to approve the Action is made possible by Section 228 of the Delaware General Corporation Law
(the "Delaware Law") which provides that the written consent of the holders of outstanding shares of voting capital stock, having
not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to Section 242 of the Delaware Law, the
Amendment is required to be approved by a majority in interest of our stockholders. In accordance with Rule 14c-2(b) under the Securities
Exchange Act of 1934, as amended, the corporate action can be taken no sooner than 20 calendar days after this Information Statement is
first mailed to the stockholders of the Company. If the proposed action was not adopted by written consent, it would have to be considered
by the Company's stockholders at a special stockholders' meeting convened for the specific purpose of approving the Action upon the expiration
of the 20-day period set forth above.
On or about March
22, 2022, Stockholders, who own in the aggregate 136,413,000 shares of our Common Stock, representing in the aggregate approximately 53.1%
of the voting rights of our outstanding shares gave their written consent to the adoption of the Action. The proposed Amendment will become
effective when filed with the Secretary of State of the State of Delaware upon the expiration of the 20-day period set forth above.
WE ARE NOT ASKING
YOU FOR A PROXY AND
YOU ARE REQUESTED
NOT TO SEND A PROXY.
___________
ACTION TO BE
TAKEN
AMENDMENT OF CERTIFICATE OF INCORPORATION
TO INCREASE NUMBER OF SHARES OF COMMON STOCK THAT THE COMPANY IS AUTHORIZED TO ISSUE
The Amendment to
the Company's Certificate of Incorporation provides as follows:
“The total
number of shares of all classes of stock which the Corporation shall have authority to issue is Three Billion (2,0000,000) shares of which
Ten Million (I0,000,000) shares shall be Preferred Stock, par value $.0001 per share, and Two Billion Nine Hundred Ninety Million (2,990,000,000)
shall be Common Stock, par value $.0001 per share.”
Purpose and Effect of Amendment.
The Company is
currently considering a number of strategic business alternatives and believes that it may not have sufficient authorized, but unissued,
shares of its Common Stock to facilitate the issuance of additional shares in connection with such alternatives. As of this date, no new
strategic business alternatives have been adopted or finalized. In order to facilitate any strategic business alternative, which may be
essential to the Company’s continued operations, the Company's Board of Directors believes that the proposed increase in authorized
capital is beneficial to the Company because it provides the Company with the flexibility it needs to adopt any such alternatives At this
time, the Company has not made any binding commitments with respect to any new strategic business alternative. The Board of Directors
intends to implement the increase in the Company’s authorized capital twenty days following the mailing of this Information Statement
to the Company’s shareholders. For these reasons, our Board of Directors has chosen to adopt and recommend the Amendment.
Following the increase
in the Company’s authorized capital, no new stock certificates will be issued and existing certificates representing the shares
will continue to be valid. In the future, new share certificates will be issued reflecting the increase in authorized capital, but this
in no way will affect the validity of your current share certificates. The increase in authorized capital will occur on the Effective
Date of the Amendment without any further action on the part of our stockholders.
RECORD DATE
The close of
business March 22, 2022, has been fixed as the record date for the determination of stockholders entitled to receive this Information
Statement.
EFFECTIVE DATE
OF ACTION
Pursuant to Rule
14c-2 under the Exchange Act, the filing of the Amendment
to the Certificate of Incorporation
with the Delaware Secretary of State or the effective date of such filing shall not occur until a date at least twenty (20) days after
the date on which this Information Statement has been mailed to the Stockholders. The Company anticipates that the Action contemplated
hereby will be effected on or about the close of business on April 30, 2022.
EXPENSES OF
INFORMATION STATEMENT
The expenses
of mailing this Information Statement will be borne by the Company, including expenses in connection with the preparation and mailing
of this Information Statement and all documents that now accompany or may hereafter supplement it. It is contemplated that brokerage houses,
custodians, nominees, and fiduciaries will be requested to forward the Information Statement to the beneficial owners of the Common Stock
held of record, on the Record Date, by such persons and that the Company will reimburse them for their reasonable expenses incurred in
connection therewith.
ADDITIONAL INFORMATION
The Company is
subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the "1934
Act Filings") with the Securities and Exchange Commission (the "Commission"). Reports and other information filed by the
Company can be inspected and copied at the public reference facilities maintained at the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site on the Internet (http://www.sec.gov)
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission
through the Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").
The following documents
as filed with the Commission by the Company are incorporated herein by reference:
(1) Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2022. June 30, 2022 and September 30, 2022; and
(2) The
Company’s Form 10 Registration Statement.
OUTSTANDING
VOTING SECURITIES
As of the date
of the written consent by the Majority Stockholders, March 22, 2022, the Company had 256,739,363 shares of Common Stock issued and outstanding,
par value $0.0001. Each share of outstanding Common Stock is entitled to one vote.
On March 22, 2022,
the holders of 136,413,000 shares of Common Stock (or approximately 53.1% of the 256,739,363 shares of Common Stock then-outstanding)
executed and delivered to the Company the written Consent approving the Action (collectively, referred to herein as the “Majority
Stockholders”). Since the Action has been approved by the Majority Stockholders, no proxies are being solicited with this Information
Statement.
The Delaware Law
provides in substance that unless the Company's Certificate of Incorporation provides otherwise, stockholders may take action without
a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by
the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take such action at a meeting
at which all shares entitled to vote thereon were present.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS
The following
table sets forth information concerning the ownership of Common Stock with respect to stockholders who were known to the Company to be
beneficial owners of more than 5% of the Shares as of the date hereof, and officers and directors as a group. Unless otherwise indicated,
the beneficial owner has sole voting and investment power with respect to such shares of Common Stock.
Name and Address of Beneficial Owner (1) | |
| Shares of Common Stock | | |
| Percentage Ownership of Shares of Common Stock (2) | |
Executive Officers and Directors | |
| | | |
| | |
Amitai Weiss, CEO and Director | |
| — | | |
| — | % |
Asaf Itzhaik | |
| — | | |
| — | % |
Moshe Revach | |
| — | | |
| — | % |
All Executive Officers and Directors as a group (3 persons) | |
| — | | |
| — | % |
5% Stockholders | |
| |
|
Medigus Ltd.
| |
| 90,000,000 | | |
| 35 | % |
All Executive Officers, Directors and 5% Stockholders as a group (4 persons) | |
| 90,000,000 | | |
| 35 | % |
* less than one percent (1%).
(1) The
address is c/o the Company, 20 Raul Wallenberg Street, Tel Aviv, Israel.
(2) Based upon 256,739,363 shares
of Common Stock as of March 22, 2022. Calculated pursuant to Rule 13d-3(d) of the Exchange Act. Under Rule 13d-3(d), shares not outstanding
which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose
of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage
owned by each other person listed.
NO RIGHTS OF
APPRAISAL
The Stockholders
have no right under the Delaware Law, the Company's Certificate of Incorporation or current By-Laws to dissent from any of the provisions
adopted in the Amendment.
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By Order of the Board
of Directors |
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/s/ Amitai Weiss |
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CEO and Director |
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EXHIBITS
EXHIBITS
A Amendment
to the Certificate of Incorporation of Fuel Doctor Holdings, Inc.
B Form
of Written Consent
EXHIBIT A
CERTIFICATE OF
AMENDMENT TO
CERTIFICATE OF
INCORPORATION OF
FUEL DOCTOR HOLDINGS,
INC.
It is hereby certified
by an officer of the corporation that:
1. The
name of the corporation (hereby called the “Corporation”) is FUEL DOCTOR HOLDINGS, INC.
2. The
certificate of incorporation of the Corporation is hereby amended by amending the first paragraph of Article FOURTH to be as follows:
“The total number
of shares of all classes of stock which the Corporation shall have authority to issue is Three Billion (3,0000,000) shares of which Ten
Million (I0,000,000) shares shall be Preferred Stock, par value $.0001 per share, and Two Billion Nine Hundred Ninety Million (2,990,000,000)
shall be Common Stock, par value $.0001 per share. The voting power, designations, preferences and relative participating option or other
special qualifications, limitations or restrictions are set forth hereinafter:”
3. This
amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF,
the Corporation has caused this Certificate to be signed by its Chief Executive Officer this 22nd day of March, 2022.
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Fuel Doctor Holdings, Inc |
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/s/ Amitai Weiss |
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EXHIBIT B
FORM OF WRITTEN
CONSENT
Action
By Written Consent
of
The Stockholders
of
Fuel
Doctor Holdings, Inc.
A Delaware Corporation
March 22, 2022
Pursuant
to the authority of Section 228(a) of the General Corporation Law of the State of Delaware (“GCL”), the undersigned, constituting
a majority of the stockholders of Fuel Doctor Holdings, Inc. (the “Corporation”) do by this writing consent to the following
actions and adopt the following resolutions:
Approval of Increase in Authorized Capital
WHEREAS, the Corporation’s
Board of Directors has determined that it would be in the best interests of the Corporation to increase the number of shares of Common
Stock that the Corporation is authorized to issue from Two Hundred Ninety Million (290,000,000) to Two Billion Nine Hundred Ninety Million
(2,990,000,000) shares;
WHEREAS,
in order to enact the increase the number of shares of Common Stock that the Corporation is
authorized to issue, the Corporation must file with the Secretary of State of the State of Delaware an
amendment to the Corporation’s Certificate of Incorporation reflecting the name, in substantially the form attached hereto (the
“Amendment”);
WHEREAS, the Amendment
requires an approval by the stockholders of the Corporation;
WHEREAS, the Board
of Directors recommends that the stockholders approve the Amendment in the form of a written consent of a majority of the stockholders
of the Corporation.
NOW, THEREFORE,
BE IT RESOLVED, that the Amendment is hereby approved.
RESOLVED, that
this Written Consent may be executed in counterparts.
IN WITNESS WHEREOF,
the undersigned hereby adopts, confirms and ratifies in all respects, the foregoing resolution and directs the Secretary of the Corporation
to file this Action by Written Consent of Stockholders in the minute book of the Corporation.
Medigus Ltd. |
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By: |
/s/ Liron
Carmel |
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/s/ Itamar
David |
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Representing
90,000.000 shares of the outstanding stock of the Corporation |
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Representing
11,473,000 shares of the outstanding stock of the Corporation |
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LIA Pure Capital Ltd. |
CapitaLink Ltd. |
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By: |
/s/ Kfir
Silberman |
Signature: /s/ Lavi Krasney |
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Representing
11,470,000 shares of the outstanding stock of the Corporation |
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Representing
11,470,000 shares of the outstanding stock of the Corporation |
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Buffalo Investment Ltd. |
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By: |
/s/ Nir
Reinhold |
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Representing
12,000,000 shares of the outstanding stock of the Corporation |
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